Terms and Policies

These Terms of Service (this “Agreement”) is a contract between you (“you”) and Management Muse, Inc., a Delaware corporation (“Management Muse”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.ManagementMuse.com (the “Site”) and related software and services (collectively, the “Management Muse Platform”). Management Muse may amend this Agreement at any time with thirty (30) days written notice to you. Your continued use of the Management Muse Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked herein, including our Fee Policy, Privacy Policy and Service Contract Policy, as such agreements and policies may be modified by Management Muse from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY USING THE MANAGEMENT MUSE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE MANAGEMENT MUSE PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

1. THE MANAGEMENT MUSE PLATFORM.

1.1 Purpose of the Management Muse Platform.

The Management Muse Platform has been created to offer a number of web-based services to users requesting services to be performed (each, and you in such capacity, a “Management (Client)”, and such services, the “Services”) and individuals having obtained the conditions required by the site (each, and you in such capacity, a “Muse (Contractor)”). Under this Agreement, Management Muse provides services to you in your capacity as either a Management (Client) or Muse (Contractor). For clarity, the term “you”, as used in this Agreement, may mean “Management (Client)” and/or “Muse (Contractor)”. Our services include curating Management (Client)s and Muse (Contractor)s, facilitating the formation of contracts between Management (Client)s and Muse (Contractor)s and managing matters related to those contracts. Management (Client)s post offers and invite Muse (Contractor)s to accept. Muse (Contractor)s, in turn, post profiles. If a Management (Client) and Muse (Contractor) agree on terms, a contract is formed directly between such Management (Client) and Muse (Contractor) subject to the provisions set forth in the Service Contract Policy (each such contract, a “Service Contract”). Management Muse facilitates payment from Management (Client)s in connection with their offer to a Muse (Contractor) acceptance through the Management Muse platform. Management Muse then is paid a percentage as service fee from the the payment Muse (Contractor)s receive on behalf of Management (Client)s in connection with their delivery of services through the Management Muse Platform once the Work Product (as defined below) is accepted by Muse (Contractor).

1.2 Eligibility.

The service is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the Management Muse Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerceʼs Denied Persons or Entity List, the U.S. Department of Treasuryʼs Specially Designated Nationals or Blocked Persons Lists, or the Department of Stateʼs Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

2. MANAGEMENT MUSE GENERAL POLICIES.

2.1 User Content Transmitted Through the Management Muse Platform.

(a) With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) you upload, post, publish or display through the Management Muse Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the Management Muse Platform or otherwise provide to Management Muse (collectively, such actions, “transmit”), including without limitation the Work Product (collectively, such content and materials, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any User Content you hereby grant and will grant Management Muse and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Management Muse Platform or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any User Content will be governed by our Privacy Policy.

(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Management Muse Platform provided by you to Management Muse are non-confidential and Management Muse is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

(c) You acknowledge and agree that Management Muse may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; ( iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Management Muse, its users and the public. You understand that the technical processing and transmission of the Management Muse Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

(d) While Management Muse takes security and privacy very seriously, Management Muse is not a HIPAA Business Associate and the Management Muse Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.

2.2 Identity and Account Security.

Management Muse reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Management Muse, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your Management Muse account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on Management Muse. You must notify Management Muse support immediately if you suspect that your password has been lost or stolen. By using your Management Muse account, you acknowledge and agree the Management Museʼs account security procedures are commercially reasonable.

2.3 Exclusivity

You acknowledge and agree that a substantial portion of the compensation Management Muse receives for making the Site available to you is collected as a deduction from the Muse (Contractor) Fee (as defined below). Therefore, for twenty four (24) months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.

2.4 Restrictions.

(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. Management Muse reserves the right to investigate and take appropriate legal action against anyone who, in Management Muse’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by Management Muse; you will not use the Management Muse Platform to:

(i) transmit any User Content that (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ “contests,“ “sweepstakes,“ or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (H) that constitutes PHI that is subject to HIPAA; or (I) in the sole judgment of Management Muse, is objectionable or which restricts or inhibits any other person from using or enjoying the Management Muse Platform, or which may expose Management Muse or its users to any harm or liability of any type;

interfere with or disrupt the Management Muse Platform or servers or networks connected to the Management Muse Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Management Muse Platform;

(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;

(iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;

(v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(vi) solicit personal information from anyone under the age of 18;

(vii) harvest or collect email addresses or other contact information of other users from the Management Muse Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of Management Muse marked as “confidential” or “proprietary”, including without limitation the “Toolkit”; or

(xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Management Muse Platform.

(b) No Reverse Engineering. The technology and software underlying the Management Muse Platform or distributed in connection therewith is the property of Management Muse, our affiliates and our partners (the “Software”). You will not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Management Muse.

(c) Enforcement of Agreement and Policies. Management Muse has the right, but not the obligation, to monitor your use of the Management Muse Platform, any User Content that you transmit and the Services performed by the Muse (Contractor) to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the Management Muse Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Management Museʼs other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Management Muse Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for Management Muse. Once suspended or terminated, you MAY NOT continue to use the Management Muse Platform under a different account or reregister under a new account. If you attempt to use the Management Muse Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Management Muse Platform, including data, messages, files and other material you keep on Management Muse.

(d) Prior Agreements. With respect to any Service Contract, Muse (Contractor) hereby covenants that, except as Muse (Contractor) fully discloses previously in writing to the applicable Management (Client), Muse (Contractor) is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Muse (Contractor)ʼs engagement by the applicable Management (Client) or to refrain from competing, directly or indirectly, with the business of such other party. Muse (Contractor) further covenants that Muse (Contractor)ʼs performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Muse (Contractor) in confidence or in trust prior to Muse (Contractor)ʼs engagement with the applicable Management (Client). Muse (Contractor) will not disclose to any Management (Client) or induce any Management (Client) to use any confidential or proprietary information or material belonging to others.

3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS.

3.1 Management Muse Fees.

Management Muse charges Muse (Contractor)s a fee for the services of connecting the two parties and for collecting the fixed fee agreed between a Management (Client) and a Muse (Contractor) for work prior to the commencement of a Services Contract (“Muse (Contractor) Fee”). When a Management (Client) releases funds to a Muse (Contractor), Management Muse credits the Muse (Contractor) account and then deducts a service fee that Management Muse earns for creating, hosting, maintaining and providing the Site as further described by the Fee Policy (such fee, the “Service Fee”). All Management Muse Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

3.2 Disbursements to Muse (Contractor)s.

Management Muse will automatically disburse funds to Muse (Contractor)s according to the payment instructions on file with Management Muse upon funds become payable. Funds become payable to Muse (Contractor)s after Management (Client)s receives acceptance to offer submitted to a Muse (Contractor).

3.3 Non-Payment.

If Management (Client) fails to pay amounts due under this Agreement, whether by cancelling Management (Client)ʼs credit card, initiating an improper chargeback or any other means, Management (Client)ʼs Management Muse account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Management (Client) must reimburse Management Muse for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, Management Muse may setoff amounts due against other amounts received from or held for Management (Client), make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3.4 Hold on Funds.

In cases of fraud, abuse or violation of this Agreement, all monies due to Muse (Contractor) may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.

3.5 Disintermediation.

Management (Client) will make all payments relating to, or in any way connected with, a Service Contract through the Management Muse Platform. Any action that encourages or solicits complete or partial payment outside of the Management Muse Platform is a violation of this Agreement. Should a Management (Client) be found in violation of this Section 3.5, it will owe Management Muse an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the Management Muse Platform, plus 18%.

For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

(a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through Management Muse Platform.

(b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the Management Muse Platform.

(c) Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Management (Client) and Muse (Contractor) through the Management Muse Platform.

YOU WILL NOTIFY MANAGEMENT MUSE IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Management Muse by sending an email message to:
SUPPORT@ OUR COMPANY NAME DOT COM.

3.6 Tax Reporting.

Management Muse is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, Management Muse will provide a 1099-K form to the Internal Revenue Service for any Muse (Contractor) based in the United States who is paid over $20,000 through the Management Muse Platform and participates in over 200 separate Service Contracts in a single calendar year.

Except as provided for above, Management Muse will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Muse (Contractor) Fees and Muse (Contractor) will be solely responsible for: (a) determining whether Muse (Contractor) is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Muse (Contractor) Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Management Muse will have the right, but not the obligation, to audit and monitor Muse (Contractor)ʼs compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of Management Muse, Muse (Contractor) agrees to promptly cooperate with Management Muse and provide copies of Muse (Contractor)ʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.

3.7 Payment Methods.

Management (Client) hereby authorizes Management Muse to run, or have run, credit card authorizations on all credit cards provided by Management (Client), to store credit card details as Management (Client)ʼs method of payment for Services, and to charge Management (Client)ʼs credit card (or any other form of payment authorized by Management Muse or mutually agreed to between Management (Client) and Management Muse).

4. SERVICE CONTRACT TERMS BETWEEN MANAGEMENT (CLIENT) AND MUSE (CONTRACTOR).

Unless otherwise agreed to in a writing signed by both Management (Client) and Muse (Contractor), the terms and conditions of the Service Contract are as set forth in the Service Contract Policy. Management (Client) and Muse (Contractor) may not agree to any other terms and conditions that affect the rights or responsibilities of Management Muse as described herein and therein. This Agreement anticipates that Muse (Contractor)s will be classified as independent Muse (Contractor)s of Management (Client) and you agree (a) that Management Muse does not in any way supervise, direct, or control Muse (Contractor)ʼs work, (b) that Management Muse does not, in any way, supervise, direct, or control Muse (Contractor)ʼs work hours and location of work, and (c) Management Muse does not provide Muse (Contractor) with training or equipment needed for any Contract. Notwithstanding anything to the contrary in this Agreement, Management (Client) assumes all liability for proper classification of Muse (Contractor)s as independent Muse (Contractor)s or employees based on applicable legal guidelines.

5. YOUR ACKNOWLEDGMENT OF MANAGEMENT MUSE’S ROLE.

5.1 Service Contracts.

You expressly acknowledge, agree and understand that: (i) the Management Muse Platform is merely a venue where users may act as either Management (Client)s or Muse (Contractor)s; (ii) Management Muse is not a party to any Service Contracts between Management (Client)s and Muse (Contractor)s; (iii) you recognize, acknowledge and agree that you are not an employee of Management Muse and that Management Muse does not, in any way, supervise, direct, or control your work or Services; (iv) Management Muse will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (v) Management Muse has no control over Muse (Contractor)s or over the Services promised or rendered by Muse (Contractor)s; and, (vi) Management Muse makes no representations as to the reliability, capability, or qualifications of any Muse (Contractor) or the quality, security or legality of any Services, and Management Muse disclaims any and all liability relating thereto.

Management Muse does not introduce Muse (Contractor)s to Management (Client)s or help Muse (Contractor)s find their work, however, Management Muse does provide search tools and automatic email notifications that may facilitate such introductions. Management Muse merely makes the Management Muse Platform available to enable Muse (Contractor)s to identify and determine the suitability of Management (Client)s for themselves, and to enable Management (Client)s to identify and determine the suitability of Muse (Contractor)s for themselves. Management Muse does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Muse (Contractor)s to deliver Services, the ability of Management (Client)s to pay for Services, or that a Management (Client) or Muse (Contractor) can or will actually complete a transaction.

5.2 No Background Checks.

Management Muse is not required to and does not verify any information given to us by Muse (Contractor)s or Management (Client)s, nor does Management Muse perform background checks on Muse (Contractor)s or Management (Client)s. Management Muse may provide information about a Muse (Contractor) or Management (Client), such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Muse (Contractor) or Management (Client) submits. Management Muse provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Management Muse.

5.3 Management Muse’s Proprietary Rights.

Management Muse and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the Management Muse Platform. You may not use the Management Muse Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Management Muse reserves the right to withdraw, expand and otherwise change the Management Muse Platform at any time in Management Museʼs sole discretion.

5.4 Third Party Websites.

The Management Muse Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Management Muse has no control over such sites and resources and Management Muse is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Management Muse will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Management Muse Platform are between you and the third party, and you agree that Management Muse is not liable for any loss or claim that you may have against any such third party.

5.5 Social Networking Services

You may enable access to various online third party services through the Management Muse Platform, such as social media and social networking services like LinkedIn (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Management Muse Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Management Museʼs use, storage and disclosure of information related to you and your use of such services within Management Muse, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Management Muse will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Management Muse Platform.

In addition, Management Muse is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Management Muse is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Management Muse enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

5.6 Management Muse as a Limited Agent.

This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Management Muse, except and solely to the extent expressly stated in this Agreement.

From time to time, a user may ask Management Muse to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoints Management Muse as its agent for the limited purpose of executing documents that confirm your activities on the Management Muse Platform. Management Muse will act on your behalf and in a clerical capacity, without in any way restricting Management Museʼs rights or expanding Management Museʼs obligations under this Agreement or any Service Contract. You hereby appoint Management Muse as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Muse (Contractor)s or to Management Muse, if another user so requests.

6 WARRANTY DISCLAIMER.

MANAGEMENT MUSE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, MANAGEMENT MUSE PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MANAGEMENT MUSE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 below (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST MANAGEMENT MUSE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

7 LIMITATION OF LIABILITY.

IN NO EVENT WILL MANAGEMENT MUSE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF MANAGEMENT MUSE TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) US$2,500; AND (B) ANY MANAGEMENT MUSE FEES RETAINED BY MANAGEMENT MUSE WITH RESPECT TO CONTRACTS ON WHICH YOU WERE INVOLVED AS MANAGEMENT (CLIENT) OR MUSE (CONTRACTOR) DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8 INDEMNIFICATION..

You will indemnify, defend and hold harmless Management Muse and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) arising from or relating to your use of the Management Muse Platform, any Services or any Service Contract entered into by you (including without limitation claims that Muse (Contractor) was misclassified as an independent Muse (Contractor) or that Management Muse was an employer or joint employer of Muse (Contractor), as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workerʼs compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of these Terms of Service, your violation of any rights of another.

9 TERM AND TERMINATION.

9.1 Term.

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 9.2 below.

9.2 Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.

9.3 Consequences of Termination.

Termination will not relieve Management (Client) of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Management (Client)ʼs credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). Management Muse will pay Muse (Contractor), in accordance with the provisions of Section 3 above (Invoices and Payment Methods).

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

10.2 Side Agreements.

Section 10.1 above notwithstanding, Management (Client)s and Muse (Contractor)s may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Management Museʼs obligations or restrict Management Museʼs rights under this Agreement.

10.3 Compliance.

You will not violate any laws or third party rights on or related to the Management Muse Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Management Muse Platform, including as it concerns online conduct and acceptable content.

10.4 Notices; Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Management Muse Platform. Notices hereunder will be invalid unless made in writing and given (a) by Management Muse via email (in each case to the email address that you provide), (b) a posting on the Management Muse Site or (c) by you via email to support@Management Muse.com or to such other addresses as Management Muse may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

10.5 Modifications.

No modification or amendment to this Agreement will be binding upon Management Muse unless in a written instrument signed by a duly authorized representative of Management Muse. For the purposes of this Section 10.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

10.6 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that partyʼs right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

10.7 Assignability.

You may not assign this Agreement, or any of its rights or obligations hereunder, without Management Museʼs prior written consent in the form of a written instrument signed by a duly authorized representative of Management Muse (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Management Muse may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

10.8 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

10.9 Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.10 Personal Jurisdiction and Venue.

You agree that any claim you may have against Management Muse must be resolved by the California state courts of Los Angeles County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

10.11 Prevailing Language.

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

11 YOUR PRIVACY.

At Management Muse, we respect the privacy of our users. For details please see our Privacy Policy. By using the Management Muse Platform, you consent to our collection and use of personal data as outlined therein.

12 NOTICE FOR CALIFORNIA USERS.

Under California Civil Code Section 1789.3, users of the Management Muse Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Management Muse, SUPPORT @ OUR COMPANY NAME DOT COM